A. Whenever a foreign limited partnership registered to transact business in the Commonwealth converts to another type of entity, the surviving or resulting entity shall, within 30 days after such entity conversion becomes effective, file with the Commission a copy of the instrument of entity conversion duly authenticated by the Secretary of State or other official having custody of limited partnership records in the state or other jurisdiction under whose laws such entity conversion was effected; and
1. If the surviving or resulting entity is not continuing to transact business in the Commonwealth or is not a foreign corporation, limited liability company, business trust, or partnership registered as a registered limited liability partnership, then, within 30 days after such entity conversion, it shall comply on behalf of the predecessor limited partnership with the provisions of § 50-73.58; or
2. If the surviving or resulting entity is a foreign corporation, limited liability company, business trust, or partnership registered as a registered limited liability partnership and is to continue to transact business in the Commonwealth, then, within such 30 days, it shall deliver to the Commission an application for a certificate of authority or registration to transact business in the Commonwealth or, in the case of a foreign registered limited liability partnership, a statement of registration.
B. Upon the entity conversion of a foreign limited partnership that is registered to transact business in the Commonwealth, all property in the Commonwealth owned by the foreign limited partnership shall pass to the surviving or resulting entity except as otherwise provided by the laws of the state or other jurisdiction by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of entity conversion is filed with the Commission.
2004, c. 274.
Structure Code of Virginia
Chapter 2.1 - Virginia Revised Uniform Limited Partnership Act
§ 50-73.4. Principal office, registered office, and registered agent
§ 50-73.5. Change of registered office or registered agent
§ 50-73.6. Resignation of registered agent
§ 50-73.7. Service on limited partnership
§ 50-73.10. Business transactions of partner with partnership
§ 50-73.11. Certificate of limited partnership
§ 50-73.11:3. Conversion of general partnership to limited partnership
§ 50-73.11:4. Effect of conversion; entity unchanged
§ 50-73.12. Amendment of certificate
§ 50-73.15. Execution of documents; penalty
§ 50-73.16. Execution by judicial act
§ 50-73.17. Filing; fees; effective time and date
§ 50-73.18. Liability for false statement in certificate
§ 50-73.20. Delivery of certificates to limited partners
§ 50-73.21. Assumed or fictitious names
§ 50-73.22:1. Admission of limited partners
§ 50-73.24. Liability to third parties
§ 50-73.25. Person erroneously believing himself limited partner
§ 50-73.27. Admission of additional general partners
§ 50-73.28. Events of withdrawal
§ 50-73.29. General powers and liabilities
§ 50-73.30. Contributions by general partner
§ 50-73.32. Form of contribution
§ 50-73.33. Liability for contribution
§ 50-73.34. Sharing of profits and losses
§ 50-73.35. Sharing of distributions
§ 50-73.36. Interim distributions
§ 50-73.37. Withdrawal of general partner
§ 50-73.38. Withdrawal of limited partner
§ 50-73.39:1. No right to distribution upon withdrawal
§ 50-73.40. Distribution in kind
§ 50-73.41. Right to distribution
§ 50-73.42. Limitations on distribution
§ 50-73.43. Liability upon return of contribution
§ 50-73.44. Nature of partnership interest
§ 50-73.45. Assignment of partnership interest
§ 50-73.46:1. Partner's transferable interest subject to charging order
§ 50-73.47. Right of assignee to become limited partner
§ 50-73.48. Power of estate of deceased or incapacitated partner
§ 50-73.48:2. Approval of merger by domestic limited partnership
§ 50-73.48:3. Articles of merger
§ 50-73.48:4. Effect of merger
§ 50-73.48:5. Abandonment of merger
§ 50-73.49. Dissolution generally
§ 50-73.50. Judicial dissolution
§ 50-73.52. Distribution of assets
§ 50-73.52:1. Known claims against dissolved limited partnership
§ 50-73.52:2. Other claims against dissolved limited partnership
§ 50-73.52:3. Court proceedings
§ 50-73.52:4. Certificate of cancellation
§ 50-73.52:5. Automatic cancellation of limited partnership existence
§ 50-73.52:6. Involuntary cancellation of limited partnership existence
§ 50-73.52:7. Reinstatement of a limited partnership that has ceased to exist
§ 50-73.53. Authority to transact business required; governing law
§ 50-73.54. Application for certificate of registration
§ 50-73.57. Amendments; amended applications for registration
§ 50-73.57:1. Liability for false statement in application
§ 50-73.57:2. Merger of foreign limited partnership registered to transact business in Commonwealth
§ 50-73.58. Voluntary cancellation of certificate of registration
§ 50-73.58:1. Automatic cancellation of certificate of registration
§ 50-73.58:2. Involuntary cancellation of certificate of registration
§ 50-73.58:3. Reinstatement of a certificate of registration that has been canceled
§ 50-73.59. Transaction of business without registration
§ 50-73.60. Action by Attorney General
§ 50-73.61. Transactions not constituting transacting business
§ 50-73.67. Annual registration fees to be paid by domestic and foreign limited partnerships
§ 50-73.69. Penalty for failure to timely pay annual registration fee
§ 50-73.71. Collection by suit and of unpaid bills
§ 50-73.72. Construction and application
§ 50-73.75. Rules for cases not provided for in this chapter
§ 50-73.76. Application to existing limited partnership
§ 50-73.76:1. Property title records
§ 50-73.77. Transition and savings provisions
§ 50-73.78. Limited partnership as registered limited liability partnership